Victor Hiking Trails Inc. VHT

Victor Hiking Trails, Inc. official By_laws

Certified to be a true and correct copy of the By-Laws of Victor Hiking Trails, Inc.,
adopted by the Membership on April 14, 1992. (11/92 Revision).

BY-LAWS OF
VICTOR HIKING TRAILS, INC.

ARTICLE I
PURPOSE AND ACTIVITIES

1.1
Our purpose is to plan, negotiate, construct and maintain a system of foot trails as a means of giving legal access to selected open space in the Town of Victor.

1.2
Our purpose is primarily instructional. We shall study and develop methods of obtaining rights of way, constructing and maintaining trails. To make the trail feasible, we will instruct users as to what their privileges are and what responsibilities they have and what is proper in the use of trails on other people's property. To make the trail used and useful and to interpret its ecology, we will conduct guided hikes, slide shows, lectures, media releases along with maps and trail guides.

1.3
The goal is a trail system with owners and users acting in harmony without detriment to owners and with benefits of recreational exercise and opportunities to increase knowledge and interest in the trail environment; including the history, geology, and plant, animal and bird life in the open space areas of the town transcended by the trail.

1.4
Exempt Activities. Notwithstanding any other provision of these By-Laws, no officer or representative of this entity shall take any action or carry on any activity by or on behalf of this entity not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or by an organization, contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as they now exist or as they may hereafter be amended.

ARTICLE II
MEMBERSHIP AND DUES

2.1
Any person may become a member of the Victor Hiking Trails, Inc. by paying annual dues. Membership shall be for one year and shall be renewable on the membership anniversary date of each year. Amount of dues will be determined at the annual meeting.

2.2
All members, age 18 and over are eligible to vote.

2.3
Any person or family who donates a permanent or temporary trail easement over his or its land shall be considered honorary members of the organization, entitled to all the rights and privileges of membership for the duration of the easement without payment of dues.

2.4
The annual meeting of members shall be held on the fourth Wednesday of November each year, at the time and location specified by the Executive Board. Regular meetings of the membership shall be held pursuant to a schedule of meetings for the coming year, prepared by the Executive Board and distributed at the annual meeting. Special meetings of the membership may be called by the Chairperson or Vice-Chairperson, and shall be called upon written request of 10 per cent of the members, by written notice mailed to all current members.

2.5
A quorum for the conduct of business at a meeting of members shall be 10 per cent of the total membership roll. Majority vote of the members present at the meeting shall decide all issues, except election of officers which shall be by plurality vote of the members present, and except amendment of these by-laws and dissolution of this organization, which shall require a two-thirds vote of the members present.

ARTICLE III
OFFICERS

3.1
The elected officers of the organization shall consist of a chairperson, a vice-chairperson, a secretary and a treasurer, all of whom shall be drawn from the members of the organization. The elected officers shall be elected by plurality vote of the membership at the annual meeting, and shall serve from January 1 to December 31 of the following year.

3.2
Nominations for office shall be made by a committee appointed by the Executive Board and announced at the October meeting. Additional nominations may be made from the floor at the time of election provided that the consent of the person nominated has been obtained before the nomination is made.

3.3
In addition to the elected officers, the Executive Board, newly elected officers and the old appointed officers shall, after January 1 of each year, appoint the following officers from among the membership: Education/Program/History Chairperson, Trailmaster, Trail Boss, Publicity Chairperson and Membership Chairperson.

3.4
Should an officer resign before the term of office is complete, the Executive Board has the power to appoint an officer to fill the vacancy.

ARTICLE IV
DUTIES OF OFFICERS

4.1
Chairperson. The duties of the Chairperson shall include the general supervision of the affairs and activities of the organization, subject to the overall control and direction of the Executive Board. The Chairperson shall preside at all meetings of the membership and of the Executive Board. The Chairperson shall be a member ex officio of all committees except the Nominating Committee. With the exception of the Nominating Committee, the Chairperson shall have the power to appoint all members of the committees subject to the confirmation of the Executive Board, and to recommend the creation of special and advisory committees.

4.2
Vice-Chairperson. The Vice-Chairperson shall assist the Chairperson and shall act in the place of the Chairperson in the latter's absence or inability to act.

4.3
Secretary. The Secretary shall cause the minutes of meetings of the membership and the Executive Board and all votes during such proceedings to be recorded in books to be maintained for such purposes. The Secretary shall give or cause to be given notice, if required, of all meetings of the membership and of the Executive Board, shall supervise all correspondence as required by the Chairperson and Board, and shall cause to be kept all of the documents and records of the organization, as required by law or otherwise, in a proper and safe manner. The Secretary shall have such other powers and duties as may from time to time be properly prescribed by the Executive Board.

4.4
Treasurer. The Treasurer shall be responsible for supervising the keeping of correct and complete books and records of accounts for the organization and for the furnishing of periodic reports to the Executive Board setting forth the organization's financial status. The Treasurer shall be responsible for maintaining banking arrangements to receive, hold and disburse funds of the organization. The Treasurer shall, as required, invest the funds of the organization and establish and coordinate policies of investment. The Treasurer shall have such other powers and duties as may from time to time be properly prescribed by the Executive Board. The Treasurer shall keep a list of all currently paid members and keep the Secretary updated on membership.

4.5
The Education/Program/History Chairperson shall be in charge of instructional events such as conducted hikes, lecture meetings, participation at mall shows, and the collection of news items and pictures to document the history of this organization.

4.6
The Trailmaster shall have the special responsibility for establishing trail routes and negotiating with property owners for routes.

4.7
The Trail Boss shall be in charge of all construction and maintenance of the trail and shall propose trail construction specifications for adoption by the Executive Board.

4.8
The Publicity Chairperson shall be responsible for public relations and media information releases.

4.9
The Membership Chairperson shall be responsible for contacting existing members and to increase membership.

ARTICLE V
EXECUTIVE BOARD

5.1
Establishment. The Executive Board shall consist of the elected officers and the appointed officers of the organization, as provided in Article III of these By-Laws.

5.2
Powers and Qualifications. The Executive Board shall have the power to conduct, manage and control the affairs and business of the organization and shall be charged with the responsibility of accomplishing its aims and objectives.

5.3
Compensation. No member of the Executive Board shall receive compensation from the organization for his or her services. However, in the sole discretion of the Executive Board, a member thereof may receive reasonable reimbursement for actual expenses incurred in the performance of his or her duties.

ARTICLE VI
COMMITTEES

6.1
The Chairperson, with the approval or recommendation of the Executive Board, may establish such committees as he or she may see fit from time to time for the purpose of accomplishing particular tasks consistent with the organization's purposes. Such committees shall carry out assignments as may be approved by the Executive Board and shall report periodically to the Executive Board on the nature and progress of their work. Each such committee shall have the powers granted to it by the Executive Board.

5.2
Each committee shall serve at the pleasure of the Chairperson or the Executive Board and the Chairperson, with the approval or recommendation of the Executive Board, and subject to the applicable provisions of these By-Laws, shall have the authority at any time to change the membership of any committee, to fill vacancies in it, or to dissolve it. All committees shall report to the Executive Board whenever requested by the Board to do so and shall keep regular minutes of their meetings. At any meeting of a committee, a majority of all members of the committee shall constitute a quorum for the transaction of any business at such meeting, and a vote of the majority of the members present and voting at the time of the vote shall be the act of the committee. The Chairperson shall be an ex officio voting member of all committees except the Nominating Committee.

ARTICLE VII
FINANCES

7.1
Bank Accounts. The Chairperson and/or the Treasurer shall have the authority to establish bank accounts on behalf of the organization upon such terms and conditions as may be authorized by the Executive Board.

7.2
Bills, Notes, etc. All checks, demands for money and notes or other instruments evidencing an indebtedness or other obligation of the organization shall be made in the name of the organization and shall be signed on behalf of the organization by the Treasurer or any other officer as the Executive Board may from time to time designate, provided that the signature of two such officers shall be required for checks in excess of $50.00.

7.3
Investments. The organization shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Executive Board, without being restricted to the class of investments which a trustee is or may hereafter be permitted by law to make or any similar restriction; provided, however, that no action shall be taken by or on behalf of the organization if such action is a prohibited transaction or would result in denial of any exemption from taxation under the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.

7.4
An annual audit of the financial records of the organization shall be made by an audit committee appointed by the Executive Board for that purpose. The audit committee's findings and recommendations for the previous fiscal year shall be reported at the regularly scheduled February meeting of the membership.

7.5
The outgoing Treasurer shall participate with the audit committee and review the financial results for any fiscal year that ends his or her office.

ARTICLE VIII
FISCAL YEAR

8.1
The fiscal year of the Corporation shall be the year beginning January 1 or such other period as shall be determined by the Executive Board from time to time.

ARTICLE IX
NON-DISCRIMINATION

9.1
The members, officers and committee personnel of the organization shall be selected on a nondiscriminatory basis with respect to age, sex, race, religion, physical or mental impairment, or national origin.

ARTICLE X
PARLIAMENTARY AUTHORITY

10.1
Parliamentary authority shall be Robert's Rules of Order, Newly Revised, provided it is consistent with the organization's constitution and by-laws.

ARTICLE XI
AMENDMENTS

11.1
These By-Laws may be altered, amended, or repealed by two-thirds vote of the voting members present at any regular, annual or special meeting called with prior notice for such purpose. Such notice may be given at the next-preceding meeting of the members.

---

This page last updated June 17, 2002.
Comments to jhennick@mindspring.com
This page authored by Ron Sears
http://www.victorhikingtrails.org/